{"id":42025,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-improvenet-inc-and-completehome-operations-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-improvenet-inc-and-completehome-operations-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/agreement-improvenet-inc-and-completehome-operations-inc.html","title":{"rendered":"Agreement &#8211; ImproveNet Inc. and CompleteHome Operations Inc."},"content":{"rendered":"<pre>\n                                    AGREEMENT\n\nTHIS AGREEMENT ('Agreement') is made and entered into as of the later of the \ntwo signature dates below (the 'Effective Date') by and between IMPROVENET, \nINC. ('ImproveNet'), a Delaware, U.S.A. corporation, and COMPLETEHOME \nOPERATIONS, INC. ('CompleteHome'), a Delaware, U.S.A. corporation.\n\nBACKGROUND\n\nImproveNet is an Internet-based home improvement market maker in the United \nStates for contractors, homeowners and suppliers of goods and services \nrelated to home improvement. ImproveNet provides an Interact-based contractor \nmatching service pursuant to which it screens and qualifies both contractors \nand homeowner leads and matches appropriate and interested contractors to \nhomeowners seeking to have home improvement projects performed. ImproveNet \nalso provides other informational services to homeowners and contractors as \nwell as promotional and advertising services to suppliers via its Internet \nsites.\n\nCompleteHome is the owner and operator of an Internet-based real estate \nportal, known as CompleteHome.com and is engaged, inter alia, in the business \nof providing online advertising and certain other promotional activities \nassociated with residential real estate and real estate-related services.\n\nCompleteHome is interested in having ImproveNet provide certain contractor \nmatching, informational, promotional and advertising services for the \nCompleteHome Site (as defined below), and ImproveNet is willing to provide \nsuch services for CompleteHome, all in accordance with the terms and \nconditions set forth below.\n\nIn consideration of the mutual promises set forth below and other good and \nvaluable consideration, the value and sufficiency of which are hereby \nacknowledged, the parties hereby agree as follows:\n\n1.       DEFINITIONS\n\n         1.1 'ADVERTISING RECURRING FEES' shall mean 50% of the Advertising \nShared Revenue.\n\n         1.2 'ADVERTISING SHARED REVENUE' shall mean the aggregate of all \nadvertising, sponsorship or promotional activity revenue generated from \nactivity on the Co-Branded Site.\n\n         1.3 'AGGREGATE RECURRING FEES' shall mean, collectively, the General \nRecurring Fees and the Advertising Recurring Fees.\n\n                                                                   CONFIDENTIAL\n\n                                         1\n\n\n\n         1.4 'AGGREGATE SHARED REVENUE' shall mean the aggregate of all \nGeneral Shared Revenue and all Advertising Shared Revenue from the Effective \nDate through the date of calculation,\n\n         1.5 'ANNUAL MINIMUM GENERAL FEE' shall mean a minimum per annum \nGeneral Recurring Fee of $1,500,000 for the first Contract Year, $2,000,000 \nfor the second Contract Year, and $2,500,000 for the third Contract Year and \nany partial Contract Year thereafter during the Term.\n\n         1.6 'AVAILABILITY DATE' shall mean the first date on which the \nCompleteHome Site contains a hyperlink to the Co-Branded Site as contemplated \nby this Agreement.\n\n         1.7 'BRANDS' shall mean, collectively, Century 21 Real Estate \nCorporation, Coldwell Banker Real Estate Corporation and ERA Franchise \nSystems, Inc., the franchisors, respectively, of the CENTURY 21-Registered \nTrademark-, COLDWELL BANKER-Registered Trademark- and ERA-Registered \nTrademark- real estate brokerage franchise systems.\n\n         1.8 'BUSINESS DAY' shall mean every day other than Saturdays, \nSundays and legal holidays in the State of California.\n\n         1.9 'CLAIMS' shall mean claims, demands, costs, liabilities, losses, \nexpenses and damages (including without limitation reasonable attorneys' fees)\n\n         1.10 'CO-BRANDED SITE' shall mean, collectively, the Limited \nCo-Branded Site and the Full Co-Branded Site.\n\n         1.11 'COMPLETEHOME SITE' shall mean the Internet portal operated and \nmaintained by or on behalf of CompleteHome through which various real estate \nrelated products and\/or services are offered to the public, currently located \non the Interact at http:\/\/www.completehome.com (including any portions, \nfuture versions, upgrades, successors and replacements thereof, including any \nand all other means of electronic delivery now or hereafter known).\n\n         1.12 'COMPLETEHOME USERS' shall mean users of the Co-Branded Site, \nthe ImproveNet Site or services provided by ImproveNet, who by virtue of \nhaving come to the Co-Branded Site or the ImproveNet Site through links with \nthe CompleteHome Site or Related Sites are tracked by Cookies established by \nImproveNet in accordance with its obligations under Section 2.2(c) hereof. A \nuser of the ImproveNet Site shall be deemed to be a CompletaHome User if the \nuser's computer contains a Cookie identifying it as a CompleteHome User and \nthere is no more recently dated Cookie identifying such User to a different \nparty with whom ImproveNet then has a contractual obligation to track users \ncoming to the ImproveNet Site from such other party's Web site(s). In \naddition, if a user with a Cookie identifying it as a CompleteHome User \nclicks through to the ImproveNet Site through banner advertising or other \nlinks appearing on any Web site other than the CompleteHome Site or the \nRelated Sites, business transacted on that visit will not be\n\n                                                                   CONFIDENTIAL\n\n                                    2.\n\n\n\ncounted as activity of the CompleteHome User for purposes of calculating \nGeneral Shared Revenue, but any future access by such user to the ImproveNet \nSite not coming through a connection from such other Web sites shall be \ncounted as activity of the CompleteHome User for such revenue sharing \ncalculations. Notwithstanding the foregoing, all visits by users to the \nCo-Branded Site and all business transacted by such users on the Co-Branded \nSite shall count as activity of CompleteHome Users.\n\n         1.13 'CONFIDENTIAL INFORMATION' shall mean confidential or \nproprietary reformation of a party to which the other party is providing \naccess which has been so marked or so identified by the disclosing party at \nthe tune of disclosure, subject to the limitations set forth in Section 7.2 \nhereof.\n\n         1.14 'COOKIE' shall mean the mechanism through which information \nregarding a user of a particular Web site is gathered, which shall include \nthe current technology of putting an electronic label on the computer of such \nuser as well as future technologies reasonably available during the Term to \nthe extent such technologies will improve the ability of ImproveNet to meet \nthe Tracking Requirements.\n\n         1.15 'CONTRACT YEAR' shall mean a period consisting of twelve \nconsecutive full calendar months, provided, however, that the first Contract \nYear shall mean that period commencing on the Availability Date and ending on \nthe data which is the end of the twelfth full calendar month succeeding the \nAvailability Date and the last Contract Year shall consist of any partial \nyear remaining in the term of this Agreement after the expiration of the \npreceding Contract Year.\n\n         1.16 'CUSTOMER INFORMATION' shall mean the information regarding \nCompleteHome Users collected by ImproveNet as part of the process of such \nCompleteHome Users' accessing and navigating the Co-Branded Site or the \nImproveNet Site and utilizing the services provided thereby, and shall \ninclude the additional information required in accordance with Section \n2.2(c)(2) hereof.\n\n         1.17 'DEVELOPMENT OBLIGATION' shall mean the obligation of \nImproveNet to develop the Full Co-Branded Site in accordance with the \nSpecification and the Tracking Requirements (subject to the limitations set \nforth in Section 2.2(c) hereof) and to put such site into operation.\n\n         1.18 'FIRST DELIVERY PERIOD' shall mean a period of fifty six (56) \ndays after the delivery of the Specification without counting in such period \nany elapsed time attributable to CompleteHome's review periods or any delay \ncaused by changes to the Specification required by CompleteHome after the \ninitial delivery of the Specification or other delay caused by CompleteHome.\n\n         1.19 'FULL CO-BRANDED SITE' shall mean a version of the ImproveNet \nSite operated on the ImproveNet servers which is developed in accordance with \nthe Specification and which shall have its own URL.\n\n\n                                                                   CONFIDENTIAL\n\n                                    3.\n\n\n\n         1.20 'GENERAL RECURRING FEES' shall mean 25% of the Shared General \nRevenue until such time as the Aggregate Shared Revenue exceeds $2 million, \nand 30% of the General Shared Revenue thereafter, subject to adjustment in \naccordance with Section 4.1 (c)(2).\n\n         1.21 'GENERAL SHARED REVENUE' shall mean all gross collected \nrevenues generated by ImproveNet from all of the following sources, through \nCompleteHome Users:\n\n                  (1) Contractor Lead Fees (currently $10\/lead accepted by\n                  contractors) \n                  (2) Completed Job Revenue \n                  (3) Product Showcase &amp; Design Gallery Integration \n                  (4) Brochure Showcases \n                  (5) SmartLeads Emails \n                  (6) Category Message Boards \n                  (7) Contractor sign-up fees \n                  (8) Advertising, sponsorship or promotional \n                  activity revenue realized by ImproveNet for activity on\n                  IanproveNet sites other than the Co-Branded Site from\n                  advertising sold by CompleteHome.\n\n         1.22 'IMAGE' shall mean a mock-up image of the Limited Co-Branded \nSite prepared by CompleteHome.\n\n         1.23 'IMPROVENET SITE' shall mean the Web site operated by or for \nImproveNet, currently located on the Interact at http:\/\/www.improvenet.com, \nas modified from time to time to comply with the provisions of this \nAgreement, and future versions, upgrades, successors and replacements thereof.\n\n         1.24     'LATE DELIVERY FEE' shall mean an amount equal to $750,000.\n\n         1.25 'LEGAL LANGUAGE' shall mean disclaimers, privacy policies or \nother legal concerns addressed in designated sections of the Co-Branded Site.\n\n         1.26 'LIMITED CO-BRANDED SITE' shall mean a version of the \nImproveNet Site operated on the ImproveNet servers with the CompleteHome logo \nand branding at the top of every page and a CompleteHome logo hyperlink \nconsistent with the Image.\n\n         1.27 'RELATED SITES' shall mean Web sites operated by or for \nCompleteHome (including any portions, future versions, upgrades, successors \nand replacements thereof including any and all means of electronic delivery \nnow or hereafter known) by third party licensees under CompleteHome or third \nparty trademarks or branding and shall include the Web sites of the CENTURY \n21-Registered Trademark-, COLDWELL BANKER-Registered Trademark- and \nERA-Registered Trademark- real estate brokerage franchise systems.\n\n         1.28 'SECOND DELIVERY DATE' shall mean the date which is \ntwenty-eight (28) days after the expiration of the First Delivery Period.\n\n\n                                                                   CONFIDENTIAL\n\n                                        4.\n\n\n\n         1.29 'SPECIFICATION' shall mean a specification of the requirements \nof CompleteHome with respect to the Full Co-Branded Site, which shall include \nthe graphical elements constituting the navigation bars, the links from the \nnavigation bars or other areas of the Full Co-Branded Site to specified areas \nof the CompleteHome Site and the information required to link to such areas \nof the CompleteHome Site.\n\n         1.30 'TERM' shall have the meaning ascribed to such term in Section \n8.1 hereof.\n\n         1.31     'TRACKING REQUIREMENTS' shall mean:\n\n                         (1) the number of CompleteHome Users clicked through \nto any areas of the Co-Branded Site (i.e., pageview counts for each portion \nof the Co-Branded Site)\n\n                         (2) the Customer Information collected by ImproveNet \nwith respect to each CompleteHome User\n\n                         (3) where relevant, the broker\/agent of the Brands \nwho is entitled to lead generation credit for each CompleteHome User\n\n                         (4) a detailed list of the types of projects \nrequested by each CompleteHome User requesting a project\n\n                         (5) the pricing for such projects\n\n                         (6) a list of the advertisers sold SmartLeads that \nhave appeared to CompleteHome Users\n\n                         (7) in each such case, the revenue generated to \nImproveNet from CompleteHome Users\n\n                         (8) tracking information for banner and other \nadvertising impressions and other measurements of advertising revenue \ngenerated by advertisements, sponsorships and promotional opportunities \nappearing to or otherwise communicated to CompleteHome Users visiting the \nCo-Branded Site\n\n                         (9) tracking information for banner and other \nadvertising impressions and other measurements of advertising revenue \ngenerated by advertisements, sponsorships and promotional opportunities sold \nby CompleteHome on the ImproveNet Site and\n\n                         (10) aggregate collected advertising revenues \ngenerated (a) from the Co-Branded Site or (b) from advertising, sponsorships \nor other promotional opportunities sold by CompleteHome on the ImproveNet \nsites.\n\n         1.32 CONSTRUCTION OF CERTAIN TERMS. Any references made in this \nAgreement to named areas or design features of a Web site shall include such \nnamed area or design feature as it exists or is contemplated as of the \nEffective Date and any modification or substitution therefor in future \ndesigns of such Web site.\n\n                                                          CONFIDENTIAL\n\n                                       5.\n\n\n\n2.       RIGHTS AND OBLIGATIONS OF THE PARTIES\n\n         2.1      COMPLETEHOME RIGHTS AND OBLIGATIONS.\n\n                  (a) CompleteHome shall use commercially reasonable good \nfaith efforts to develop and operate the CompleteHome Site and maintain \nuptime consistent with industry standards,\n\n                  (b) CompleteHome shall place links to the Co-Branded Site and\nother advertising of the Co-Branded Site and ImproveNet's services on the\nCompleteHome Site as described on Exhibit A attached hereto and made a part\nhereof.\n\n                  (c) CompleteHome will take reasonable steps, determined in \nits own discretion, to encourage traffic to the Co-Branded Site, which steps \nmay include one or more of the following: (1) including coupons on the \nWelcome Wagon Web site and causing its affiliate that operates the Welcome \nWagon business to include coupons for the Co-Branded Site in its offline \ncoupon offerings and including links from other Web sites that are part of or \nlinked to the CompleteHome Site; (2) developing and distributing promotional \nmarketing pieces, produced by CompleteHome and shipped (at the expense of \nCompleteHome) to participating Brand franchisees nationwide; these marketing \npieces will promote the home improvement areas of the CompleteHome site, and \nwill include a space for the broker identification reformation required for \nthe Tracking System described in Section 2.2 (c) hereof; (3) as determined by \nCompleteHome and the Brands, in their sole discretion, inclusion in recurring \nmailings, newsletters, e-mails and other communications to the brokers\/agents \nof the Brands and speeches at the Brand national conventions, of promotional \ninformation about the benefits of sending homeowners to the CompleteHome home \nimprovement area and (4) training its marketing sales force to speak to the \nbenefits of the ImproveNet services for new homeowners and for sellers of \nhomes needing sale-related repairs or replacements.\n\n         2.2      IMPROVENET RIGHTS AND OBLIGATIONS.\n\n                  (a) ImproveNet shall use commercially reasonable good faith \nefforts to develop and operate the ImproveNet Site and the Co-Branded Site \nand maintain uptime for each such site consistent with industry standards.\n\n                  (b) (1) Not later than ten (10) Business Days after the \ndate on which CompleteHome delivers the Image to ImproveNet (which is \nexpected to be on or before December 17, 1999), ImproveNet shall establish \nthe Limited Co-Branded Site, to which CompleteHome will establish one or more \nlinks from the CompleteHome Site. The Limited Co-Branded Site shall be \nmaintained by ImproveNet until such time as the Full Co-Branded Site is fully \noperational.\n\n                  (2) ImproveNet shall develop and maintain the Full \nCo-Branded Site in accordance with file following: not later than twenty \neight (28) days after CompleteHome delivers the Specification to ImproveNet, \nImproveNet shall develop and\n\n                                                                   CONFIDENTIAL\n\n                                      6.\n\n\n\nprovide to CompleteHome a mock-up of the Full Co-Branded Site sufficient for \nCompleteHome to evaluate its conformity to the Specification. CompleteHome \nshall promptly review such mock-up and provide ImproveNet with a notice \neither indicating approval to proceed with development or specifying m detail \nthe ways in which the mock-up fails to meet the Specification. Not later than \ntwenty eight (28) days after CompleteHome delivers such notice ImproveNet \nshall deliver the final operational Full Co-Branded Site for CompleteHome's \napproval. CompleteHome shall promptly test and review such site for \nconformity to the Specification and shall provide a notice to ImproveNet \neither approving the Full Co-Branded Site or specifying in detail the ways in \nwhich such site fails to meet the Specification. ImproveNet acknowledges that \nthe Specification will require, inter alia, that CompleteHome logos and \nnavigation must, at a minimum, be located at the top of each page on the \nCo-Branded Site. CompleteHome Users navigating from the CompleteHome Site \nshall only be transferred to the Co-Branded Site and not to any other Web \nsite.\n\n                  (3) To the extent either party considers that Legal \nLanguage shall be included in or displayed on the Co-Branded Site, if the \nparties cannot agree on such Legal Language, the version proposed which is \nthe most stringent or restrictive on the parties or the most detailed in \nspecifying the circumstances addressed in such Legal Language shall be used \non the Co-Branded Site.\n\n                  (c) (1) ImproveNet will, at its expense, as part of the \ndevelopment of the Co-Branded Site, use its best efforts to develop and \ninclude in the Co-Branded Site tracking mechanisms to identify CompleteHome \nUsers and be able to track their usage of the services promoted by the \nCo-Branded Site and otherwise collect information in accordance with the \nTracking Requirements.\n\n                         (2) In the event CompleteHome reasonably requires \ninformation about CompleteHome Users additional to ImproveNet's standard \nCustomer Information and CompleteHome provides a specification of its \nrequirement for such information, ImproveNet shall use commercially \nreasonable efforts to add a mechanism to collect such information in the Full \nCo-Branded Site.\n\n                         (3) Notwithstanding the foregoing, to the extent \nImproveNet is unable to track some or all of the information set forth above \nas a result of a CompleteHome User's deletion or deactivation of the Cookie \nor due to changes in available technology that prevent such tracking (such as \na new privacy feature of a browser software), ImproveNet shall work with \nCompleteHome to find a reasonable alternative to track or estimate the \nrequired information, ImproveNet shall not be in default of its obligations \nhereunder; provided, however, that if such impediments to the tracking of the \ninformation set forth above significantly impair the value of this Agreement \nto CompleteHome and an acceptable alternative is not developed, in its sole \ndiscretion, CompleteHome shall have the right to terminate this Agreement \nupon thirty (30) days prior written notice to ImproveNet. Notwithstanding any \nsuch impediments, ImproveNet shall make all commercially reasonable efforts \nto maximize its compliance with the requirements set forth above.\n\n                                                           CONFIDENTIAL\n\n                                      7.\n\n\n\n         2.3 MARKETING PLAN. CompleteHome and ImproveNet shall cooperate in \nthe development of a marketing plan for the sale of advertising, sponsorship \nand promotional opportunities on the Co-Branded Site in accordance, with the \nparameters and principles set forth on Exhibit B attached hereto and made a \npart hereof. Such plan shall be revised from time to time during the Term by \nagreement of the parties.\n\n         2.4 EXCLUSIVITY. ImproveNet hereby agrees that during the Term it \nwill not promote homestore.com, Inc., its Web site or services through the \nImproveNet Site or the Co-Branded Site. Such prohibition shall include, but \nnot be limited to, that no advertising of homestore.com, Inc., its Web sites \nor services shall appear on the ImproveNet Site or the Co-Branded Site. \nNotwithstanding the foregoing, ImproveNet will not be deemed to be in \nviolation of this provision by honoring its agreement with Homefair, Inc. in \nexistence as of the Effective Date, provided that, ImproveNet shall not renew \nor extend the term of such agreement, which ImproveNet represents expires in \nor before April 2000, and provided further, that ImproveNet shall not permit \nany banner advertisement or link from the ImproveNet Site to Homefair to \nreference homestore.com or any of its affiliates in any way. In addition, to \nthe extent homestore.com, Inc. acquires any entity with which Improve.Net has \na contract at the time of such acquisition, without violating this provision \nImproveNet may continue to honor such existing contract provided that \nImproveNet shall not renew or extend the term of such agreement and provided \nfurther, that ImproveNet shall not permit any banner advertisement or link \nfrom the ImproveNet Site to such entity to reference homestore.com or any of \nits affiliates in any way, except to the extent failing to permit such \nreference would constitute a material breach of such agreement.\n\n         2.5 COLLECTIONS. ImproveNet shall be responsible for the collection \nof all Aggregate Shared Revenue subject to its normal and customary \ncollection procedures and policies for all sites operated by ImproveNet.\n\n3.       MARKETING\n\n         3.1 USE OF NAME OR MARKS. Each party hereby grants to the other a \nlimited, royalty-free, non-exclusive license during the term of this \nAgreement to use, reproduce and publish, the name and logos of the other \nparty but only in the manner contemplated by and subject to the restrictions \ncontained in this Agreement, including, but not limited to the provisions of \nSection 10.9 hereof, ImproveNet must use the CompleteHome names and logos in \naccordance with the logo guidelines provided by CompleteHome from time to \ntime. CompleteHome must use the ImproveNet names and logos in accordance with \nthe logo guidelines provided by ImproveNet from time to time. CompleteHome \nand ImproveNet acknowledge that nothing contained herein shall give either \nparty any interest in any logo, trade name, trademark or service mark owned by \nthe other party, and that such license will automatically terminate upon the \ntermination of this Agreement.\n\n\n                                                                   CONFIDENTIAL\n\n                                        8.\n\n\n\n\n         3.2 PRESS RELEASES. Neither party shall issue any press release \nrelating to the relationship contemplated by this Agreement without giving \nthe other party a minimum of three business days to review and approve such \nrelease. No press release or other public announcement with respect to this \nAgreement may be made by either party without the approval of the other party \nexcept to the extent such public announcement may be required by law. \nNotwithstanding the foregoing, ImproveNet shall not issue any press release \nprior to the Availability Date.\n\n4.       PAYMENTS\n\n         4.1      AGGREGATE RECURRING FEES.\n\n                  (a) PAYMENT OBLIGATION. ImproveNet shall calculate and pay \nthe Aggregate Recurring Fees to CompleteHome on a monthly basis, on or before \nthe fifteenth (15th) day after the end of each calendar month as provided for \nherein. In any month in which (A) the cumulative monthly payments of General \nRecurring Fees for the preceding calendar months in the then current Contract \nYear, together with the payment of General Recurring Fees due for such month \nis an amount less than CB) the applicable Annual Minimum General Fee, the \namount to be paid to CompleteHome m respect of General Recurring Fees for \nsuch calendar month shall be equal to one twelfth (1\/12) of the Annual \nMinimum Fee; and (2) in any month in which the amount in clause (A) equals or \nexceeds the amount in clause (B), the amount to be paid to CompleteHome in \nrespect of General Recurring Fees for such calendar month shall be equal to \nlesser of the excess of the amount in clause (A) over the Annual Minimum \nGeneral Fee or the General Recurring Fee for such month. Each payment of \nGeneral Recurring Fees shall be accompanied by a payment of the amount of \nAdvertising Recurring Fees accrued in such calendar month.\n\n                  (b) Together with each monthly Aggregate Recurring Fee \npayment, ImproveNet shall provide a monthly report to CompleteHome in such \nelectronic format as the parties agree, setting forth the information for \nsuch calendar month gathered in accordance with the Tracking Requirement and \nthe calculation of the Aggregate Recurring Fees payable for such calendar \nmonth.\n\n                  (c) LATE DELIVERY. (1) In the event that ImproveNet fails \nto satisfy the Development Obligation within the First Delivery Period, the \nGeneral Recurring Fees attributable to such period shall be equal to any \nGeneral Recurring Fees documented to have accrued during such period plus the \nLate Delivery Fee.\n\n                         (2) In the event the Development Obligation is not \nsatisfied by ImproveNet on or prior to the Second Delivery Date, (A) the \nGeneral Recurring Fee shall from that date and thereafter be calculated at \n30% of General Shared Revenues, regardless of whether the $2 million \nthreshold has been achieved, (B) ImproveNet shall use best efforts :to \ndeliver the Development Obligation as soon as possible and (C) ImproveNet \nshall calculate and pay the General Recurring Fees from the beginning of the\n\n                                                                   CONFIDENTIAL\n\n                                      9.\n\n\n\nTerm until such time as the Development Obligation is satisfied on the basis \nof all estimate of the General Shared Revenues that would have been generated \nhad the Full Co-Branded Site been delivered as of the end of the First \nDelivery Period, plus the Late Delivery Fee. The methodology of estimating \nthe General Recurring Fees accrued during such period shall be acceptable to \nCompleteHome in its sole discretion.\n\n         4.2 PREPAYMENT. ImproveNet agrees that, upon execution of this \nAgreement, it shall pay to CompleteHome $2,000,000.00, representing an \nadvance payment of the Annual Minimum General Fee, which payment shall be \ncredited to the first $1,500,000 due under this Agreement for the first \nContract Year and the first $500,000 due for the second Contract Year. Such \npayment will be made by ImproveNet delivering to CompleteHome or to such \naffiliate of CompleteHome as CompleteHome may direct, warrants to purchase \n259,263 shares of common stock of ImproveNet at $13.50 per share, which \nwarrants shall have such terms other than pricing as are set forth in that \ncertain Warrant Purchase Agreement between ImproveNet and Cendant Finance \nHolding Corporation executed on or about the date of this Agreement. In no \nevent shall any payment or prepayment of Annual Minimum General Fees apply to \nthe payment of General Recurring Fees in excess of the Annual Minimum General \nFees nor to the payment of Advertising Recurring Fees.\n\n         4.3 All payments to CompleteHome shall be sent to the following \naddress, which address may be revised by CompleteHome from time to time:\n\n                  CompleteHome\n                  200 Vallejo Street\n                  San Francisco, CA 94111\n                  Attention: Accounts Receivable Dept.\n\n         4.4 ImproveNet shall keep accurate and complete records of all \nAggregate Shared Revenues. All such records and all accounting systems with \nrespect thereto shall be available for inspection, copy and audit by \nCompleteHome or its representatives on reasonable notice to ImproveNet during \nnormal business hours throughout the Term and for one (1) year thereafter, \nwhich audit may be conducted not more frequently than once m any six (6) \nmonth period, unless there has been a previous underpayment of more than 5% \nas contemplated below. ImproveNet shall fully cooperate with CompleteHome in \nsuch inspection and audit. Neither CompleteHome's acceptance of any \ninformation nor CompleteHome's inspection or audit of ImproveNet's records \nshall waive CompleteHome's right later to dispute the accuracy or \ncompleteness of any information supplied by ImproveNet. In the event any such \naudit establishes an underpayment of commissions, ImproveNet shall pay the \namount of the deficit within five (5) business days of notification of such \ndeficiency. In the event such audit identifies an overpayment of commissions, \nsuch overpayment shall be a credit against future commissions to become due \nfrom ImproveNet to CompleteHome. If an audit establishes an underpayment of \ncommissions greater than five percent (5%) of the total commissions then due \nand payable to CompleteHome, ImproveNet shall pay for the costs and expenses \nof such audit. In the event of a dispute over the result of any such audit, \nthe amount so \n\n                                                                   CONFIDENTIAL\n\n                                    10.\n\n\n\n\ndisputed shall be deposited by the party to be charged with an \nescrow agent acceptable to both parties and pursuant to an escrow agreement \nacceptable to both parties and such escrow agent shall retain the disputed \namount until such time as the dispute is resolved; provided, however, that \nparty to be charged may provide the other party with security satisfactory to \nit that such payment will be made if such dispute is resolved in the party to \nbe paid's favor in lieu of establishing such escrow. Each party in such a \ndispute shall bear its own costs.\n\n5.       REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY\n\nEach party hereby represents and warrants as follows: (i) it has full \ncorporate power and authority to enter into this Agreement and to carry out \nthe provisions hereof, (ii) it is duly authorized to execute and deliver this \nAgreement and to perform its obligations hereunder, (iii) tins Agreement is a \nlegal and valid obligation binding upon it and enforceable according to its \nterms, (iv) the execution, delivery and performance of this Agreement by it \ndoes not conflict with any agreement to which it is a party or by which it \nmay be bound, and (v) its Web site(s) contemplated by this Agreement (the \nCompleteHome Site in the case of CompleteHome, and the Co-Branded Site and \nthe ImproveNet Site in the case of ImproveNet), and the services provided \npursuant thereto, shall be of a high nature, grade and quality and shall \ncomply with all applicable laws and regulations throughout the term of this \nAgreement.\n\nEXCEPT AS SET FORTH ABOVE, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, \nEITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, A \nWARRANTY OF FITNESS FOR PURPOSE OR OF MERCHANTIBILITY.\n\nOTHER THAN WITH RESPECT TO AN INDEMNIFIED CLAIM UNDER THIS AGREEMENT, NEITHER \nPARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL \nDAMAGES (INCLUDING BUT NOT LIMITED TO SUCH DAMAGES ARISING FROM BREACH OF \nCONTRACT OR WARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY), EVEN IF SUCH \nPARTY HAS BEEN ADVISED OF (OR KNOWS OR SHOULD KNOW OF) THE POSSIBILITY OF \nSUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN \nAN AMOUNT GREATER THAN THE AMOUNTS DUE FROM SUCH PARTY TO THE OTHER PARTY \nUNDER THIS AGREEMENT DURING THE TERM OF THE AGREEMENT. THIS LIMITATION OF \nEACH PARTY'S LIABILITY IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES \nIN CONNECTION WITH THE AGREEMENT BEING AGGREGATED TO DETERMINE SATISFACTION \nOF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT.\n\n6.       INDEMNIFICATION\n\n         6.1 INDEMNIFICATION BY COMPLETEHOME. CompleteHome agrees to \nindemnify, pay the defense costs of, and hold ImproveNet, and its successors, \nofficers, directors and \n\n                                                                   CONFIDENTIAL\n\n                                    11.\n\n\n\nemployees harmless from any and all Claims arising out of or in connection \nwith (a) the CompleteHome Site, (b) any claim which, taking the claimant's \nallegations to be true. would result in a breach by CompleteHome of any of \nits warranties, covenants or other obligations set forth m this Agreement; \nand (c) any claim arising from the gross negligence or willful misconduct of \nCompleteHome.\n\n         6.2 INDEMNIFICATION BY IMPROVENET. ImproveNet agrees to indemnify, \npay the defense costs or, and hold CompleteHome, and its successors, \nofficers, directors and employees harmless from any and all Claims, arising \nout of or in connection with (a) the ImproveNet Site and the Co-Branded Site; \n(b)any claim which, taking the claimant's allegations to be true, would \nresult in a breach by ImproveNet of any of ImproveNet's warranties, covenants \nor other obligations set forth in this Agreement; and (c) any claim arising \nfrom the negligence or willful misconduct of ImproveNet. Without limiting the \ngenerality of the foregoing, such indemnity shall apply to any Claims made in \nconnection with or as a result of any action or failure to act by a \ncontractor or other vendor promoted through the Co-Branded Site.\n\n         6.3 PROCEDURE. In the event of an indemnified claim hereunder, the \nindemnified party shall give the indemnifying party prompt nonce in writing \nof the claim and the indemnifying party shall have sole control over its \ndefense or settlement, except that the indemnifying party shall not settle or \ncompromise any such matter without obtaining the indemnified party's written \nconsent, which shall not be unreasonably withheld. The indemnified party \nshall have the right at its own cost and expense to employ separate counsel \nand participate in the defense of any claim or action.\n\n7.       CONFIDENTIALITY\n\n         7.1 OBLIGATIONS. Each party acknowledges that the other party will \nreceive or have access to Confidential Information of such party. Each party \nwill use at least the same degree of care to prevent disclosing to third \nparties the Confidential Information of the other as it employs to avoid \nunauthorized disclosure, publication or dissemination of its own information \nof a similar nature, but in no event less than a reasonable standard of care. \nA party may disclose Confidential Information of the other party to third \nparties performing services hereunder where (i) the use of such Confidential \nInformation by such third party is authorized under this Agreement, (ii) such \ndisclosure is reasonably necessary to or otherwise naturally occurs in that \nentity's scope of responsibility, and (iii) the disclosure is in accordance \nwith the terms and conditions of this Agreement Neither party will (1) make \nany use or copies of the Confidential information of the other party except \nas necessary to perform its obligations under this Agreement, (2) acquire any \nright in or assert any lien against the Confidential Information of the other \nparty, or (3) refuse for any reason (including a default or material breach \nof this Agreement by the other party) to promptly provide the other party's \nConfidential Information (including all copies thereof) to it if requested in \nwriting to do so. Upon the expiration or termination for any reason of this \nAgreement and the concomitant completion of a party's obligations under this \nAgreement, each party shall (except as otherwise provided in this Agreement), \nreturn or destroy, as the other party may direct, all documentation in any \nmedium that \n\n                                                                   CONFIDENTIAL\n\n                                    12.\n\n\n\n\ncontains, refers to, or relates to the other party's Confidential \nInformation, and retain no copies, in addition, the parties shall take \nreasonable steps to ensure that their respective employees comply with these \nconfidentiality provisions. The steps taken by a party to ensure such \ncompliance will be deemed reasonable if they are no less onerous than the \nsteps taken by the other party.\n\n         7.2 The obligations of this Article 7 will not apply to any \nparticular information which the receiving party can demonstrate: (i) was, at \nthe time of disclosure to it, in the public domain; (ii) after disclosure to \nit, is published or otherwise becomes part of the public domain through no \nfault of the receiving party; (iii) was rightfully in the possession of the \nreceiving party at the time of disclosure to it; (iv) is received from a \nthird party who had a lawful right to disclose such information to it; or (v) \nwas independently developed by the receiving party without reference to \nConfidential Information of the furnishing party. In addition, a party shall \nnot be considered to have breached its obligations under this section for \ndisclosing Confidential Information of the other party as required to satisfy \nany legal demand of a government, judicial or administrative body; provided, \nhowever, that, promptly upon receiving any such request and to the extent \nthat it may legally do so, such party advises the other party so that the \nother party may take appropriate actions in response to the demand.\n\n         7.3 In the event of any disclosure or loss of, or inability to \naccount for, any Confidential Information of the furnishing party, the \nreceiving party! will notify the furnishing party promptly upon the \noccurrence of any such event.\n\n         7.4 Nothing contained m this Agreement shall be construed as \nobligating a party to disclose its Confidential Information to the other \nparty, or as granting to or conferring on a party, expressly or impliedly, \nany rights or license to the Confidential Information of the other party.\n\n         7.5 Nothing in this Agreement shall be construed to prevent either \nparty from obtaining, developing or using services or products itself or \nprovided by a third party as permitted by this Agreement which are similar or \ncompetitive with the services and\/or products furnished under this Agreement \nor from using ideas, concepts, expressions, skills or experience possessed by \neither party prior to, or developed or learned by either party in the \nperformance of this Agreement, except to the extent inconsistent with the \nterms of this Agreement.\n\n8.       TERM AND TERMINATION\n\n         8.1 TERM. The term of the Agreement (the 'Term') shall commence on \nthe Effective Date and shall expire on the third anniversary of the \nAvailability Date, unless earlier terminated as provided herein.\n\n         8.2 TERMINATION FOR CAUSE. In the event a party shall materially \nfail to perform or comply with the terms of this Agreement, the other party \nmay ten-innate if such failure has not been remedied within 30 days of \nwritten notice thereof to the \n\n                                                                   CONFIDENTIAL\n\n                                  13.\n\n\n\ndefaulting party (or if such failure is not susceptible of cure within 30 \ndays, if the defaulting party fails to commence to cure within 30 days after \nnotice of default or fails to diligently pursue such cure thereafter).\n\n         8.3 SURVIVAL. Sections 5, 6, 7 and 9 shall survive any expiration or \ntermination of this Agreement.\n\n9.       DISPUTE RESOLUTION\n\n         9.1 INFORMAL DISPUTE RESOLUTION. Prior to commencing any litigation \nor other formal dispute resolution, the parties shall attempt in good faith \nto resolve any dispute arising out of or relating to this Agreement through \nnegotiation between representatives. Either party may give the other party \nwritten notice of any dispute not resolved in the normal course of business. \nWithin fifteen (15) days after its receipt of the notice, the receiving party \nshall submit to the other party a written response. The notice and response \nshall each include (a) a statement of the party's position and a summary of \nthe arguments supporting that position, and (b) the name and title of the \ncompany representatives who will represent that party. Within thirty (30) \ndays following delivery of the original dispute notice, the parties' \nrespective representatives shall meet at a mutually acceptable time and \nplace, and thereafter as often as they reasonably deem necessary to attempt \nto resolve the dispute. All reasonable requests for information made by \neither party to the other will be honored, provided that such information so \nprovided shall be deemed communications in furtherance of settlement \ndiscussions and shall not be available to be used as evidence of admissions \nor otherwise against the providing party. If a dispute has not been resolved \nwithin sixty (60) days of the disputing party's original notice under this \nsection, or if the parties fail to meet within the thirty (30) days following \nsuch notice, then either party may initiate litigation or other formal \ndispute resolution proceedings.\n\n         9.2 ARBITRATION. If a dispute is not resolved within sixty (60) days \nafter the commencement of such dispute pursuant to Section 9.1, then either \nparty shall, within five business days after the completion of the procedures \nset forth in Section 9.1, upon notice to the other party, submit the dispute \nto binding arbitration in accordance with tins Section 9.2\n\n                  (a) The arbitration shall be held in San Francisco, \nCalifornia before a panel of three arbitrators. Either party may, by notice \nto the other party, demand arbitration by serving on the other party a \nstatement of the dispute, the facts relating or giving rise to such dispute \nand the name of the arbitrator selected by it.\n\n                  (b) Within five business days after receipt of such notice, \nthe other party shall name its arbitrator, and the two arbitrators named by \nthe Parties shall, within five business days after the date of such notice, \nselect the third arbitrator.\n\n                                                                   CONFIDENTIAL\n\n                                         14.\n\n\n\n                  (c) The arbitration shall be governed by the Commercial \nArbitration Rules of the American Arbitration Association, as may be amended \nfrom time to time, except as expressly provided in this Section 9.2; \nprovided, however, that the arbitration shall be administered by any \norganization agreed upon by the Parties. The arbitrators may not amend or \ndisregard any provision of this Section 9.2.\n\n                  (d) The arbitrators shall allow such discovery as is \nappropriate to the purposes of arbitration in accomplishing fair, speedy and \ncost-effective resolution of disputes. The arbitrators shall reference the \nrules of evidence of the Federal Rules of Civil Procedure then in effect in \nsetting the scope and direction of such discovery.\n\n                  (e) The decision of and award rendered by the arbitrators \nshall be final and binding on the parties. Judgment on the award of the \narbitrators may be entered in and enforced by any court of competent \njurisdiction. The arbitrators shall have no authority to award damages in \nexcess compensatory damages.\n\n         Except for (a) an action to seek injunctive relief as contemplated \nby Section 9.3 or (b) any action necessary to enforce the award of. the \narbitrators, the provisions of this Section 9.2 are a complete defense to any \nsuit, action or other proceeding instituted in any court or before any \nadministrative tribunal with respect to any dispute, controversy or claim \narising out of or related to tins Agreement or the creation, validity, \ninterpretation, breach or termination of tins Agreement.\n\n         9.3 LITIGATION. The only circumstance in which a dispute between the \nparties will not be subject to the provision of section 9.1 and 9.2 above, is \nwhen a party makes a good faith determination that a breach of the terms of \nthis Agreement by the other party is such that the damages to such party \nresulting from the breach will be so immediate, so large or severe, and so \nincapable of adequate redress after the fact that a temporary restraining \norder or other immediate injunctive relief is the only adequate remedy. \nExcept for such relief, the parties shall resolve their disputes, whether or \nnot such relief is granted, in accordance with the provisions set forth in \nsection 9.1 and 9.2.\n\n         9.4 CONTINUED PERFORMANCE. Each party agrees to continue performing \nits obligations under this Agreement when any dispute is being resolved under \nthis Article 9 unless and until such obligations are terminated by the \nexpiration or termination of this Agreement or by order of a court of \ncompetent authority under Sections 9.2 or 9.3.\n\n10.      GENERAL PROVISIONS\n\n         10.1 BINDING NATURE AND ASSIGNMENT. This Agreement shall be binding \non each of the parties and its respective successors and permitted assigns. \nExcept as provided below, neither party may assign this Agreement or any \nrights or obligations created herewith in whole or in part, directly or \nindirectly, to any third party without the prior written consent of the \nother, and any attempt to do so will be void and of no effect. Either party \nmay assign its rights and obligations under this Agreement with the prior \nwritten approval of the other party to (i) a third party that acquires all or \nsubstantially all \n\n                                                                   CONFIDENTIAL\n\n                                         15.\n\n\n\nof the assets or stock of the assigning party (any transfer of a controlling \ninterest in a party being deemed to be an assignment of this Agreement by \nsuch party for purposes of this Section 101), (ii) any subsidiary or \nAffiliate of the assigning party, or (iii) a successor in a merger or \nacquisition of the assigning p. arty; provided, however that in no event \nshall such assignment relieve the assigning party of any of its obligations \nunder this Agreement For the purposes of this Section 10.1, any assignment by \noperation of law or under an order of any court shall be deemed an assignment \nfor which prior written consent is required, and any assignment made without \nsuch consent shall be void and of no effect as between the parties.\n\n         10.2 ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the \nentire agreement between the parties, and supersedes all other prior or \ncontemporaneous communications between the parties (whether written or oral), \nwith respect to the subject matter contained in this Agreement. No \nmodification or amendment of this Agreement will be effective unless made in \na writing executed by both parties.\n\n         10.3 NOTICES: All notices required or permitted under this Agreement \n(other than routine operational communications) shall be in writing and shall \nbe deemed received if sent by one of the following means: (i) upon receipt if \ndelivered by hand; (ii) one (1) day after being sent by an express courier \nwith a reliable system for tracking delivery; (iii) three (3) days after \nbeing sent by certified or registered first class mail, postage prepaid and \nreturn receipt requested; or (iv) upon confirmed facsimile transmission \nprovided that a copy is sent by another of the foregoing means. All notices \nwill be addressed by a party to the other as follows:\n\nIn the case of ImproveNet:\n\n         ImproveNet, Inc.\n         720 Bay Road, Suite 200\n         Redwood City, CA 94063\n         Attention: Ron Cooper, Chief Executive Officer\n\nIn the case of CompleteHome:\n\n         CompleteHome\n         200 Vallejo Street\n         San Francisco, CA 94111\n\n         Attention: Sarah Nolan, Chief Executive Officer\n\nA party may change its address from time to time upon written notice to the \nother party specifying the effective date of the new address.\n\n                                                                   CONFIDENTIAL\n\n                                         16.\n\n\n\n\n         10.4 HEADINGS. The section headings contained in this Agreement are \nfor reference and convenience only and shall not enter into the \ninterpretation of this Agreement.\n\n         10.5 RELATIONSHIP OF THE PARTIES. Each party, in furnishing services \nto the other party hereunder, is acting as an independent contractor and has \nthe sole tight and obligation to supervise, manage, contract, direct, \nprocure, perform or cause to be performed, all services to be performed by \nsuch party trader this Agreement. Neither ImproveNet or CompleteHome is an \nagent, partner, joint venturer or fiduciary of the other party and neither \nhas the authority to represent the other party as to any matters or to bind \nthe other party to any third parties, except as expressly authorized in this \nAgreement.\n\n         10.6 SEVERABILITY. In the event that any provision of this Agreement \nis found to be unenforceable under applicable law, the parties agree to \nreplace such provision with a substitute provision that most nearly reflects \nthe original intentions of the parties and is enforceable under applicable \nlaw, and the remainder of this Agreement shall continue in full force and \naffect.\n\n         10.7     WAIVER OF DEFAULT; CUMULATIVE REMEDIES.\n\n                  (a) A delay or omission by either party hereto to exercise \nany right or power under this Agreement shall not be construed to be a waiver \nthereof. A waiver by either party under this Agreement will not be effective \nunless it is in writing and signed by the party granting the waiver. A waiver \nby a party of a right under, or breach of, this Agreement will not be \nconstrued to operate as a waiver of any other or successive rights under, or \nbreaches of, this Agreement.\n\n                  (b) Except as otherwise expressly provided in this \nAgreement, all remedies provided for in this Agreement shall be cumulative \nand m addition to and not in lieu of any other remedies available to either \nparty at law, in equity or otherwise. Notwithstanding the foregoing, no \npayment default by one party may be offset by a payment due to such party by \nthe other party.\n\n         10.8 THIRD PARTY BENEFICIARIES. This Agreement is entered into \nsolely between, and may be enforced only by, CompleteHome and ImproveNet. \nThis Agreement shall not be deemed to create any rights in any third parties, \nincluding any suppliers and customers of a party, or to create any \nobligations of a party to any third parties.\n\n         10.9 PUBLICITY AND ADVERTISING. The parties agree that any notices \nor disclosures to third parties concerning this Agreement or the Services: \nshall be jointly coordinated and approved in advance by both parties. In \naddition, neither party shall use the corporate name or any brand or \nproprietary name, mark or logo of the other party for any advertising or \npromotional purpose without first submitting such advertising or promotional \nmaterials to the other party and obtaining the prior written consent of such \nparty.\n\n                                                                   CONFIDENTIAL\n\n                                         17.\n\n\n\n\n         10.10 FORCE MAJEURE. No party shall be liable for any default or \ndelay in the performance of its obligation under this Agreement due to an act \nof God or other event to the extent that: (i) the non-performing party is \nwithout fault in causing such default or delay;, (ii) such default or delay \ncould not have been prevented by reasonable precautions; and (iii) such \ndefault or delay cannot reasonably be circumvented by the non-performing \nparty through the use of alternate sources, work around plans or other means.\n\n         10.11 CHOICE OF LAW. This Agreement, and the rights and duties of \nthe parties arising from or relating to this Agreement or its subject matter, \nshall be construed in accordance with the laws of the State of California, \nwithout regard to its conflicts of laws provisions.\n\n         10.12 COUNTERPARTS. This Agreement may be executed in counterparts, \nof which shall be deemed to be an original and all of which together shall be \ndeemed to be one and the same instrument.\n\n         10.13 JOINTLY DRAFTED. This Agreement represent the joint drafting \nof the parties and shall not be construed more strictly against one party \nthan the other.\n\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be \nexecuted as of the dates indicated below.\n\nCOMPLETEHOME OPERATIONS, INC.        IMPROVENET, INC.\n\n\/s\/ James E. Buchanan                \/s\/ Ronald B. Cooper\n--------------------------------     --------------------------------\nBy (sign)                            By (sign)\n\nJames E. Buchanan                    Ronald B. Cooper\n--------------------------------     --------------------------------\nName (Print)                         Name (Print)\n\nExecutive Vice President             President and CEO\n--------------------------------     --------------------------------\nTitle                                Title\n\nDecember 13, 1999                    December 13, 1999\n--------------------------------     --------------------------------\nDate                                 Date\n\n                                                                   CONFIDENTIAL\n\n                                   18.\n\n\n\n                                    EXHIBIT A\n\n                   LINKS AND ADVERTISING ON COMPLETEHOME SITE\n\n1. CompleteHome will place 'contractor referral\/Plan a Project' or similar \nlinks at the following locations on the CompleteHome Site and at such other \nlocations as may be agreed by the parties from time to time during the Term:\n\n         (a)      On the CompleteHome Site home page, on the main 'Living' \n                  navigation bar\n\n         (b)      In the CompleteHome Site 'Home Improvement' Section\n\n         (c)      In the CompleteHome 'Selling' section\n\n2. CompleteHome will run promotional banners, in its discretion, on the \nCompleteHome Site and on the Brand Web sites promoting the Co-Branded Site; m \nparticular, CompleteHome will include the Co-Branded Site in banners and \ne-mail reminders on and generated by the Move Calendar. \n\n                                                                   CONFIDENTIAL\n\n                                    19\n\n\n\n                                    EXHIBIT B\n\n                         ADVERTISING ON CO-BRANDED SITE\n\nWithin thirty (30) days after the Effective Date, the parties will develop a \ncomprehensive marketing plan (the 'Marketing Plan') for the sale of \nadvertising, sponsorship and promotional opportunities ('Advertising Units') \non the Co-Branded Site as well as combinations of Advertising Units with \nother similar opportunities on the ImproveNet or CompleteHome sites. Such \nplan shall address, among other things, the following:\n\n         1. The parties will accumulate data during the first thirty (30) \ndays after the Availability Date of operation of the Co-Branded Site on the \nnumber of projected impressions available for sale as Advertising Units, and \nreflect such projections in the Marketing Plan. The parties shall also agree \nupon a minimum number of impressions per month, below which neither party \nshall have the obligation to sell Advertising Units. The parties shall also \nagree on the placement of the Advertising Units on the Co-Branded Site.\n\n         2. The parties shall agree on a rate card for the sale of \nAdvertising Units, which shall address, to the extent such can be \nanticipated, rates for advertising packages including Advertising Units and \nother advertising opportunities on the CompleteHome, Related and\/or \nImproveNet sites. Notwithstanding the foregoing, the appearance of or links \nto such services of the ImproveNet Site as Product Showcase, Design Gallery, \nBrochure Showcases, SmartLeads Emails and Category Message Boards on the \nCo-Branded Site shall be determined by CompleteHome in its sole discretion. \nNeither party shall present discounted or bundled rates off the rate card \nrates without the other party's prior approval.\n\n         3. For the first sixty (60) days after the determination of the \nprojected impressions as set forth in paragraph 1 above (the 'First Selling \nPeriod'), CompleteHome shall have the exclusive right to sell Advertising \nUnits on the Co-Branded Site. Thereafter, if CompleteHome sells at least 80% \nof the Advertising Units provided in the Marketing Plan to be sold in the \nthree month period next succeeding .the First Selling Period, CompleteHome \nwill continue to have the exclusive right to sell such Advertising Units, \nsubject to any specific reservations agreed to in the Marketing Plan, and if \nCompleteHome has not sold at least 80% of the Advertising Units provided in \nthe Marketing Plan to be sold during the First Selling Period, CompleteHome \nand ImproveNet shall then agree on how to divide the responsibility to sell \nAdvertising Units in the future.\n\n         4. Regardless of which party is selling Advertising Units, \nCompleteHome shall have the right to approve each advertiser prior to its \nappearance on the Co-Branded Site. Further, in the event ImproveNet sells \nAdvertising Units on the Co-Branded Site bundled with other ImproveNet sites, \nImproveNet may not commit to specific numbers or percentages of impressions \nor other Advertising Units on the Co-Branded Site, nor market that some \nallocation of such Advertising Units will be on the Co-Branded Site as \nopposed to other ImproveNet sites included in such bundle.\n\n\n                                                                   CONFIDENTIAL\n\n                                      20\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7843],"corporate_contracts_industries":[],"corporate_contracts_types":[9613,9620],"class_list":["post-42025","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-improvenet-inc","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42025","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42025"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42025"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42025"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42025"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}